February 4, 2022

Whom It May Concern
Company:
Representative:

KYORIN Holdings, Inc.
Yutaka Ogihara
Representative Director, President(Security Code: 4569, TSE 1st Sec.)Contact:

Telephone:

Yoshinori Tanifuji
Director, Management Strategy &Planning Division Corporate Planning+81-3-3525-4707

Notice of Merger Preparations at Consolidated Subsidiary,
KYORIN Pharmaceutical Co., Ltd.

The Board of Directors of KYORIN Holdings, Inc. (the “Company”), passed a resolution today
to begin preparations for an absorption-type merger of wholly owned subsidiary KYORIN
Pharmaceutical Co., Ltd. (head office: Chiyoda-ku, Tokyo; Representative Director, President:
Shigeru Ogihara, “KYORIN Pharmaceutical”) into the Company.
1. Purposes of the merger(1) Background and purposes
Under the corporate philosophy “KYORIN continues to fulfill its mission of cherishing life, andbenefiting society by contributing to better health,” the Kyorin Group has established a long-term
vision, HOPE100. In the current medium-term business plan HOPE100–Stage 3–, its goal is tobecome a globally recognized company by creating innovative new drugs.
On the other hand, in the business environment surrounding the Group, not only is a higher
degree of difficulty in new drug creation and enormous R&D investment is required, but also drug
price revisions are implemented for a wide range of products annually, which is expected to affectthe management of the Group greatly.
In view of such rapid changes in the environment and the situation of the Company, theCompany will renovate the group structure in 2023, when the Company will celebrate its 100th
anniversary, in order to improve its business promotion function and management efficiency.
Specifically, by reorganization within the group absorbing KYORIN Pharmaceutical Co., Ltd., themain business subsidiary of the group into the Company on April 1, 2023, The Company will start
the necessary procedures and other preparations toward shifting from a pure holding company
structure to a business holding company structure. The Company is also considering changing its
trade name to "Kyorin Pharmaceutical Co., Ltd." on the same date. By renovating to a businessholding company structure centered on KYORIN Pharmaceutical, the new drug business will beplaced at the core of the group management and strongly promoted, while the generic drugbusiness, infection-related business, and contract drug manufacturing business will be developedin a complex manner. The Company will build a system to make a leap forward for the next 100years.

2. Outline of the merger(1) Schedule for the merger
Board of Directors resolution to commence February 4, 2022
merger preparations
Date of execution of merger agreement
May 11, 2022 (Planned)
Date of absorption-type merger
April 1, 2023 (Planned)(Effective date of merger)(2) Form of the merger
The merger is expected to take the form of an absorption-type merger, with the Company as
the surviving company and KYORIN Pharmaceutical being dissolved.
(3) Content of allotments related to the merger
As KYORIN Pharmaceutical is a wholly owned subsidiary of the Company, no plans exist toissue new shares or augment common stock in relation to the merger, nor is any money
expected to be delivered due to the merger.
(4) Handling of share options and bonds with share options in KYORIN Pharmaceutical
No applicable items.

3. Outlook for the future
Subject to approval of the proposal to revise the Articles of Incorporation at the Ordinary General
Meeting of Shareholders of the Company, scheduled in late June, 2022, the Company is considering
to change business content at the end of the Ordinary General Meeting of Shareholders and change
its trade name to KYORIN Pharmaceutical on April 1, 2023.
As KYORIN Pharmaceutical is a subsidiary with 100% of its voting rights owned by the Company,
the impact of the merger on consolidated financial results is expected to be minor. If it becomesapparent that the merger is likely to materially affect consolidated operating performance, theCompany will provide timely notice of such expectations.
This notice informs the basic policy regarding the absorption-type merger of a wholly owned
subsidiary, and the Company will promptly announce the details as soon as they are finalized.

(Attachment: Merger Scheme)[ Pure Holding Company Structure ]KYORIN
Holdings,Inc.
Absorption-type merger

KYORIN Rimedio
Co., Ltd.

KYORINKYORIN

PharmaceuticalPharmaceutical Group

Co.,Ltd.

Facility Co., Ltd.

Kyorin Europe

ActivXGmbH

Biosciences, Inc.

[ Business Holding Company Structure ]KYORIN※Scheduled to change its name to

Pharmaceutical
Co.,Ltd.※KYORIN Rimedio
Co., Ltd.

KYORIN Pharmaceutical
Group Facilities Co., Ltd.

KYORIN Pharmaceutical Co., Ltd. atthe same time as the merger

Kyorin EuropeGmbHActivX Biosciences,Inc.